(a) The action of a withdrawn partner occurring not later than the first anniversary of the date of the person‘s withdrawal binds the partnership if the transaction would bind the partnership before the person’s withdrawal and the other party to the transaction:
(1) does not have notice of the person’s withdrawal as a partner;
(2) had done business with the partnership within one year preceding the date of withdrawal; and
(3) reasonably believed that the withdrawn partner was a partner at the time of the transaction.
(b) A withdrawn partner is liable to the partnership for loss caused to the partnership arising from an obligation incurred by the withdrawn partner after the withdrawal date and for which the partnership is liable under Subsection (a).

Terms Used In Texas Business Organizations Code 152.504

  • Business: means a trade, occupation, profession, or other commercial activity. See Texas Business Organizations Code 1.002
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partner: means a limited partner or general partner. See Texas Business Organizations Code 1.002
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Partnership: means an entity governed as a partnership under Title 4. See Texas Business Organizations Code 1.002
  • Person: means an individual or a corporation, partnership, limited liability company, business trust, trust, association, or other organization, estate, government or governmental subdivision or agency, or other legal entity, or a protected series or registered series of a domestic limited liability company or foreign entity. See Texas Business Organizations Code 1.002
  • Year: means 12 consecutive months. See Texas Government Code 311.005
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